[SCHEDULE 13G/A] Atour Lifestyle Holdings Limited American SEC Filing

Rhea-AI Filing Summary

Atour Lifestyle Holdings (NASDAQ: ATAT) filed an Amendment No. 3 to Schedule 13G on 29 June 2025 updating the equity stakes of three related reporting persons.

• Sea Pearl Worldwide Holding Limited reports 75,372,329 shares (18.2% of the outstanding class) with sole voting power over 75.4 million and sole dispositive power over 73.7 million shares.
• Haijun Wang reports 79,904,033 shares (19.1%). His total includes 4,531,704 Class A shares underlying options exercisable within 60 days of 25 June 2025.
• Express Ocean Universe Limited holds 73,680,917 Class B shares, equal to 17.8% on an as-converted basis, with sole voting and dispositive power.

The percentages are calculated against a base of 340,876,937 Class A ordinary shares plus 73,680,917 Class B shares, all of which are convertible into Class A at any time. The filing does not disclose new purchases or sales; rather, it refreshes beneficial-ownership data and confirms that each filer continues to hold more than 5% of the company’s equity.

Insights

Ownership Structure Analyst

TL;DR — Insider group retains ~19% stake; no transactional shift.

The amendment reconfirms the sizeable holdings of Haijun Wang and his controlled vehicles, leaving the public float unchanged. Sea Pearl, Express Ocean, and Wang collectively control roughly one-fifth of the voting power through a dual-class structure, preserving founder influence without additional dilution. The lack of shared voting or dispositive power indicates concentrated decision-making authority, which limits activist intervention but can streamline strategic execution. Because no new acquisitions or disposals are reported, the filing is neutral for valuation but useful for tracking potential overhang if insiders decide to convert or sell Class B shares.

Corporate Governance Specialist

TL;DR — Dual-class control reiterated; governance balance unchanged.

The document underscores Atour’s entrenched governance: 73.7 million Class B shares, each convertible 1-for-1, remain under Express Ocean Universe, a BVI entity ultimately tied to Haijun Wang. The 4.5 million imminently exercisable options marginally raise Wang’s economic stake but do not materially alter voting distribution. Investors should note that all reported stakes carry sole, not shared, voting power, concentrating influence in a limited inner circle. However, the filing is routine, contains no new risk factors, and does not trigger mandatory takeover thresholds; consequently, market impact is expected to be limited.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Atour Lifestyle Holdings Ltd

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

04965M106

(CUSIP Number)

06/25/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 04965M106

1

Names of Reporting Persons

Sea Pearl Worldwide Holding Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 75,372,329.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 73,680,917.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

75,372,329.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

18.2 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) The values in rows 5,7, and 9 represent (i) 73,680,917 Class B ordinary shares held of record by Express Ocean UniverseLimited, a company registered in British Virgin Islands, (ii) 1,691,412 Class A ordinary shares beneficially owned by EngineHoldings Limited and Express Ocean Universe Limited is wholly owned byDreamline Worldwide Ventures Limited, which is in turn wholly owned by Eternal River Trust, or the Trust, for whichTrident Trust Company (HK) Limited acts as the trustee. Haijun Wang is the sole director of Express Ocean UniverseLimited and the settlor of the Trust, retaining the investment and dispositive powers with respect to the assets of theTrust. The beneficiaries of the Trust are Haijun Wang and Sea Pearl Worldwide Holding Limited, a company registered inthe British Virgin Islands and wholly owned by Haijun Wang. Haijun Wang and Sea Pearl Worldwide Holding Limited exercise voting power over the 1,691,412 Class A ordinary sharesbeneficially owned by Engine Holdings Limited. As such, each of Haijun Wangand Sea Pearl Worldwide Holding Limited may be deemed to share beneficial ownership of the foregoing Class Aordinary shares. Both of Haijun Wang and Sea Pearl Worldwide Holding Limited disclaim economic interests with respectto the foregoing Class A ordinary shares. (2) See Item 4 for the calculation of the percentage in row 11.

SCHEDULE 13G

CUSIP No. 04965M106

1

Names of Reporting Persons

Haijun Wang

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 79,904,033.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 78,212,621.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

79,904,033.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.1 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) The values in rows 5,7, and 9 represent (i) 73,680,917 Class B ordinary shares held of record by Express Ocean Universe Limited, a company registered in British Virgin Islands, (ii) 1,691,412 Class A ordinary shares beneficially owned by Engine Holdings Limited, and (iii) 4,531,704 Class A ordinary shares underlying 4,531,704 share options granted to Haijun Wang under the Issuer's Public Company Plan, which are exercisable within 60 days after June 25, 2025. (2) See Item 4 for the calculation of the percentage in row 11.

SCHEDULE 13G

CUSIP No. 04965M106

1

Names of Reporting Persons

Express Ocean Universe Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 73,680,917.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 73,680,917.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

73,680,917.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

17.8 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) The values in rows 5,7, and 9 represent 73,680,917 Class B ordinary shares held of record by Express Ocean Universe Limited, a company registered in British Virgin Islands. (2) See Item 4 for the calculation of the percentage in row 11.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Atour Lifestyle Holdings Ltd
(b)	Address of issuer's principal executive offices: 1st Floor, Wuzhong Building, 618 Wuzhong Road, Minhang District, hanghai, People's Republic of China
Item 2.
(a)	Name of person filing: Sea Pearl Worldwide Holding Limited Haijun Wang Express Ocean Universe Limited
(b)	Address or principal business office or, if none, residence: For Sea Pearl Worldwide Holding Limited, Haijun Wang and Express Ocean Universe Limited: 20th floor, Wuzhong Building, 618 Wuzhong Road, Minhang District, Shanghai, People's Republic of China
(c)	Citizenship: Sea Pearl Worldwide Holding Limited: The British Virgin Islands Haijun Wang: The People's Republic of China Express Ocean Universe Limited: The British Virgin Islands
(d)	Title of class of securities: Class A Ordinary Shares, par value US$0.0001 per share
(e)	CUSIP No.: 04965M106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
(b)	Percent of class: The total number of outstanding Class A ordinary shares used to calculate the percentage of class represented by the Class A ordinary Shares is the sum of (i) 340,876,937 Class A ordinary shares (excluding the 6,602,585 Class A ordinary shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future share issuances upon the exercise or vesting of equity awards under the Issuer's Public Company Share Incentive Plan) and (ii) 73,680,917 Class B ordinary shares, all of which can be converted into an equal number of Class A ordinary shares at any time by the holder thereof, as disclosed in the annual report on Form 20-F for the fiscal year ended December 31, 2024 filed by the Issuer with the SEC on April 25, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Sea Pearl Worldwide Holding Limited: 75,372,329 Haijun Wang: 79,904,033 Express Ocean Universe Limited: 73,680,917
	(ii) Shared power to vote or to direct the vote: Sea Pearl Worldwide Holding Limited: 0 Haijun Wang: 0 Express Ocean Universe Limited: 0
	(iii) Sole power to dispose or to direct the disposition of: Sea Pearl Worldwide Holding Limited: 73,680,917 Haijun Wang: 78,212,621 Express Ocean Universe Limited: 73,680,917
	(iv) Shared power to dispose or to direct the disposition of: Sea Pearl Worldwide Holding Limited: 0 Haijun Wang: 0 Express Ocean Universe Limited: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sea Pearl Worldwide Holding Limited

Signature:	/s/ Haijun Wang
Name/Title:	Haijun Wang / Director
Date:	06/25/2025

Haijun Wang

Signature:	/s/ Haijun Wang
Name/Title:	Haijun Wang
Date:	06/25/2025

Express Ocean Universe Limited

Signature:	/s/ Haijun Wang
Name/Title:	Haijun Wang / Director
Date:	06/25/2025

Exhibit Information

Exhibit A - Joint Filing Agreement

FAQ

What percentage of Atour Lifestyle's Class A shares does Haijun Wang currently beneficially own?

According to the Schedule 13G/A filed 29 June 2025, Haijun Wang beneficially owns 19.1% of the outstanding Class A ordinary shares.

How many shares are held by Sea Pearl Worldwide Holding Limited in the June 2025 filing for ATAT?

Sea Pearl Worldwide Holding Limited reports beneficial ownership of 75,372,329 shares, representing 18.2% of the class.

Are the 73.7 million Class B shares owned by Express Ocean Universe Limited convertible into Class A shares?

Yes. The filing states that all 73,680,917 Class B shares may be converted into an equal number of Class A shares at any time.

What is the CUSIP number disclosed for Atour Lifestyle's Class A ordinary shares?

The CUSIP number is 04965M106.

How did the filing calculate the ownership percentages for ATAT?

Percentages are based on 340,876,937 Class A shares plus 73,680,917 Class B shares outstanding, as referenced from the 2024 Form 20-F.

Does the filing disclose any shared voting or dispositive power among the reporting persons?

No. Each reporting person indicates 0 shared voting and 0 shared dispositive power.

When can Haijun Wang exercise the 4.53 million share options mentioned in the filing?

The options are exercisable within 60 days after 25 June 2025.